AMD 2004 Annual Report Download - page 98

Table of Contents
The Company may elect to purchase or otherwise retire the remainder of its 4.50% Notes with cash, stock or other assets from time to time in open market
or privately negotiated transactions, either directly or through intermediaries, or by tender offer when the Company believes that market conditions are favorable
to do so. Such purchases may have a material effect on its liquidity, financial condition and results of operations.
7.75% Senior Notes Due 2012
On October 29, 2004, the Company issued $600 million of 7.75% Senior Notes due 2012 (the 7.75% Notes) in a private offering pursuant to Rule 144A
and Regulation S under the Securities Act of 1933, as amended. The Company used the net proceeds from the sale of the 7.75% Notes plus existing cash to
prepay the full amount outstanding under the Dresden Term Loan, including accrued and unpaid interest and a prepayment premium. See “Dresden Term Loan
and Dresden Term Loan Guarantee,” below. The 7.75% Notes mature on November 1, 2012. Interest on the 7.75% Notes is payable semiannually in arrears on
May 1 and November 1, beginning May 1, 2005. Prior to November 1, 2008, the Company may redeem some or all of the 7.75% Notes at a price equal to 100%
of the principal amount plus accrued and unpaid interest plus a “make-whole” premium, as defined in the agreement. Thereafter, the Company may redeem the
7.75% Notes for cash at the following specified prices plus accrued and unpaid interest:
Period
Price as
Percentage of
Principal Amount
Beginning on November 1, 2008 through October 31, 2009 103.875%
Beginning on November 1, 2009 through October 31, 2010 101.938%
Beginning on November 1, 2010 through October 31, 2011 100.000%
On November 1, 2011 100.000%
In addition, on or prior to November 1, 2007, the Company may redeem up to 35 percent of the 7.75% Notes with the proceeds of certain sales of the
Company’s equity securities at 107.75 percent of the principal amount thereof, plus accrued and unpaid interest.
Holders have the right to require the Company to repurchase all or a portion of its 7.75% Notes in the event that the Company undergoes a change of
control, as defined in the indenture governing the 7.75% Notes at a repurchase price of 101% of the principal amount plus accrued and unpaid interest.
The indenture governing the 7.75% Notes contains certain covenants that limit, among other things, the Company’s ability and the ability of the
Company’s restricted subsidiaries, which include all of the Company’s subsidiaries except Spansion LLC and its subsidiaries, from:
• incurring additional indebtedness;
• paying dividends and making other restricted payments;
• making certain investments, including investments in the Company’s unrestricted subsidiaries;
• creating or permitting certain liens;
• creating or permitting restrictions on the ability of the restricted subsidiaries to pay dividends or make other distributions to the Company;
• using the proceeds from sales of assets;
• entering into certain types of transactions with affiliates; and
• consolidating or merging or selling the Company’s assets as an entirety or substantially as an entirety.
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Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005